Worth reading
62In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
39
¥ million (approximate total acquisition price)Wording
Conditional
How definitive the wording is.This transaction
Consolidation as a subsidiary through the acquisition of ownership interests (acquisition of de facto control)CounterpartyYonetani Hideki (米谷 英樹), Yonetani Aki (米谷 亜紀)
Disclosing companyMUSCAT GROUP Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Operation of dental clinics
Location Kishiwada, Osaka PrefectureDate of incorporation 12 December 1997
Net SalesMedical revenue: ¥53 million (fiscal year ended February 2025)
Operating profitMedical operating income: ¥0 million (fiscal year ended February 2025)
Net income for the current fiscal yearNet income: ¥0 million (fiscal year ended February 2025)
Net assetsNet assets: ¥61 million (fiscal year ended February 2025). However, the company is stated to have negative net worth at the time of acquisition.
Consideration and expenses
Acquisition priceOwnership interests in Haruki-kai: ¥35 million; total: ¥39 million (approximate amount)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥4 million (approximate amount)
Type of ConsiderationCash
Goodwill amountAmount: Not disclosed. The difference between the acquisition price and the corresponding negative amount of Haruki-kai’s net assets will be recorded as goodwill. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the consolidated earnings forecast for the fiscal year ending March 2026 is expected to be immaterial. The results are scheduled to be incorporated into consolidated earnings from the first quarter of the fiscal year ending March 2027.
Procedures and assumptions
Management structure after acquisitionEffective 25 March 2026, the current representative director will retire, and the representative director of Touka-kai will newly assume the positions of representative director and member. The change of corporate name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Consolidation as a subsidiary through the acquisition of ownership interests (acquisition of de facto control) |
| Counterparty name | Yonetani Hideki (米谷 英樹), Yonetani Aki (米谷 亜紀) |
| Name of the Subject Company | 医療法人春樹会 |
| Business Description of the Subject Company | Operation of dental clinics |
| Location of the Subject Company | Kishiwada, Osaka Prefecture |
| Date of Establishment of the Subject Company | 12 December 1997 |
| Net Sales of the Subject Company | Medical revenue: ¥53 million (fiscal year ended February 2025) |
| Operating Profit of the Subject Company | Medical operating income: ¥0 million (fiscal year ended February 2025) |
| Net Income of the Subject Company | Net income: ¥0 million (fiscal year ended February 2025) |
| Net Assets of the Subject Company | Net assets: ¥61 million (fiscal year ended February 2025). However, the company is stated to have negative net worth at the time of acquisition. |
| Acquisition price | Ownership interests in Haruki-kai: ¥35 million; total: ¥39 million (approximate amount) |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥4 million (approximate amount) |
| Type of Consideration | Cash |
| Number of shares acquired | 100.0% of ownership interests (number of shares and voting rights: Not disclosed) |
| Voting rights ownership percentage | Before Yonetani Hideki (米谷 英樹): 70.0%; Yonetani Aki (米谷 亜紀): 30.0% → after Touka-kai: 100.0% |
| Goodwill amount | Amount: Not disclosed. The difference between the acquisition price and the corresponding negative amount of Haruki-kai’s net assets will be recorded as goodwill. Amortization period: Not disclosed |
| Impact on Business Performance | The impact on the consolidated earnings forecast for the fiscal year ending March 2026 is expected to be immaterial. The results are scheduled to be incorporated into consolidated earnings from the first quarter of the fiscal year ending March 2027. |
| Date of board resolution | 23 March 2026 |
| Contract Date | 23 March 2026 |
| Execution Date / Effective Date | 25 March 2026 (scheduled) |
| Management structure after acquisition | Effective 25 March 2026, the current representative director will retire, and the representative director of Touka-kai will newly assume the positions of representative director and member. The change of corporate name and employee treatment are Not disclosed. |
Items this document does not state (11)
Capital Stock of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To expand revenue from the multiple dental clinics operated by Haruki-kai with support from Touka-kai, pursue cross-selling with the “MiiS” brand, expand business development in the brand-producer space, and enhance corporate value.
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